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By-Laws of Killeen Civic Art Guild, Inc.
A
non-profit Corporation
Article I:
Offices
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Section One. Principal
Office. The principal office of the corporation in the State of
Texas shall be located in the City of Killeen, County of Bell.
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Section Two. Other Offices.
The corporation may have such other offices, either within or
without the County of Bell, State of Texas, as the Board of Trustees
may determine or as the affairs of the corporation may require from
time to time.
Article II:
Members
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Active - any person,
18 years of age and older, whose application for membership has
been approved by a majority vote of the Board of Trustees. Active
members shall be required to pay dues of $25 per year and attend
not less than five (5) monthly meetings of the corporation (unless
excused by the Board of Trustees for good cause) and regularly
participate in corporation activities. Active members shall have
all rights, duties, and privileges of membership.
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Associate "Friends
of the Guild" - any person, 18 years of age and older,
whose application for membership has been approved by a majority
vote of the Board of Trustees, This is also to include those
individuals who supported the Guild with their efforts and
enthusiasm for many years and who now, though not able to be
completely active want to continue their support and interest in
the Killeen Civic Art Guild, Inc. (KCAG). Associate members will
pay $10 per year and shall have the right to attend and
participate in all meetings and activities of the corporation, but
shall not have any right to vote, make motions, or hold office in
the corporation.
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Student - any person,
under the age of 18 years and under the sponsorship of an active
member, whose application for membership has been approved.
Student members shall have the same due's rights duties and
privileges as in associate member.
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Honorary "Member
Emeritus" -those persons selected by a two-thirds (2/3)
vote of the Board of Trustees shall be an honorary "member
emeritus". Eligibility for such membership shall be
determined by the Board of Trustees from time to time.
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Section Two. Voting Rights.
Each active member shall be entitled to one vote on each matter
submitted to a vote of the members.
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Section Three. Termination
of Membership. Membership shall automatically terminate upon the
failure of a person to pay requisite membership dues. Active
membership shall automatically terminate if the person fails to
attend at least five (5) monthly meetings in any year. Membership
may be terminated by a two-thirds (2/3) vote of the Board of
Trustees upon good cause shown.
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Section Four. Transfer of
Membership. Membership in this corporation is not transferable
nor assignable.
Article III:
Meetings of Members
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Section One. Annual
Meetings. An annual meeting of the membership shall be held in
the month of June in each year, beginning with the year 1995, the
specific date for which shall be set by the Board of Trustees, for
the purpose of electing Trustees and for the transaction of such
other business as may come before the meeting.
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Section Two. Other
Meetings. Monthly meetings of the membership shall be held on
the third Monday of each month at a time and place to be designated
by the Board of Trustees. Special meetings of the membership may be
called by the President, the Board of Trustees, or not less than
one-third (1/3) of the members present.
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Section Three. Place of
Meeting. The Board of Trustees shall designate any place, within
the State of Texas, as the place of meeting for any annual meeting
or for any special meeting. If no designation is made, the place of
meeting shall be at the registered office of the corporation in the
State of Texas; but if all of the active members shall meet at any
time and place, either within or without the State of Texas, and
consent to the holding of a meeting, such meeting shall be valid
without call or notice, and at such meeting any corporate action may
be taken.
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Section Four. Notice of
Meetings. Written notice stating the place, day, and hour of any
meetings of members shall be delivered to each active member
entitled to vote at such meeting, not less than ten (10) nor more
than thirty (30) days before the date of such meeting, by or at the
direction of the President, or the Secretary, or the officers or
persons calling the meeting. In case of a special meeting or when
required by statute or by these By-Laws, the purpose or purposes for
which the meeting is called shall be stated in the notice. If
mailed, the notice of a meeting shall be deemed to be delivered when
deposited in the United States mail addressed to the active member
at his address as it appears on the records of the corporation, with
postage thereon prepaid.
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Section Five. Informal
action by Members. Any action required by law to be taken at a
meeting of the members, or any action that may be taken at a meeting
of the active membership, may be taken without a meeting if a
consent in writing, setting forth the action to be taken, shall be
signed by all active members entitled to vote with respect to the
subject matter thereof.
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Section Six. Quorum.
The active members holding twenty-five percent (25%) of the votes
that may be cast at any active membership meeting shall constitute a
quorum at such meeting. If a quorum is not present at any meeting of
the active membership, a majority of the active members present may
adjourn the meeting from time to time without further notice.
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Section Seven. Proxies.
Voting by proxy is prohibited.
Article IV:
Board of Trustees
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Section One. General
Powers. The affairs of the corporation shall be managed by its
Board of Trustees. Trustees shall be active members of the
corporation.
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Section Two. Number,
Tenure, and Qualifications. The number of Trustees shall be nine
(9). Three (3) Trustees shall be elected annually by the active
membership so that the Board shall consist of three (3) classes of
Trustees: one-third (1/3) being senior Trustees, one-third (1/3)
being second year Trustees, and one-third (113) being first year
Trustees.
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Section Three. Regular
Meetings. A regular meeting of the Board of Trustees shall be
held without further notice than this by-law, immediately after, and
at the same place, as the annual meeting of the active membership.
The Board of Trustees may provide by resolution the time and place,
either within or without the State of Texas, for the holding of
additional regular meetings of the Board without other notice than
such resolution.
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Section Four. Special
Meetings. Special meetings of the Board of Trustees may be
called by or at the request of the President or any three (3)
Trustees. The person or persons authorized to call special meetings
of the Board of Trustees may fix the time and place, within the
State of Texas, as the place for holding any special meeting of the
Board called by them.
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Section Five. Notice.
Notice of any special meeting of the Board of Trustees may be either
written or oral, and shall be given not less than forty-eight (48)
hours prior to such meeting.
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Section Six. Quorum. A
majority of the Board of Trustees shall constitute a quorum for the
transaction of business at any meeting of the Board; but if less
than a majority of the Trustees are present at said meeting, a
majority of the Trustees present may adjourn the meeting from time
to time without further notice.
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Section Seven. Manner of
Acting. The act of a majority of the Trustees present at a
meeting at which a majority of the Trustees present at which a
quorum is present shall be the act of the Board of Trustees, unless
the act of a greater number is required by law or by these By-Laws.
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Section Eight. Vacancies.
Any vacancy occurring in the Board of Trustees shall be filled by
election by the active membership at a special meeting called for
such purpose. A Trustee elected present at said meeting, a majority
of the Trustees present may adjourn the meeting from time to time
without further notice.
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Section Nine. Compensation.
Trustees as such shall not receive any stated salaries for their
services, but by resolution of the Board of Trustees. Any Trustee
may be indemnified for expenses and costs, including attorney's
fees, actually and necessarily incurred by him in connection with
any claim asserted against him, by action in court, or otherwise, by
reason of his being or having been such trustee, except in relation
to matters as to which he may have been guilty of negligence or
misconduct in respect of the matter in which indemnity is sought.
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Section Ten. Removal.
Any Trustee may be removed by the Board of Trustees whenever in its
judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract
rights, if any, of the Trustee so removed. Removal of a Trustee
shall require an affirmative vote of two-thirds (2/3) of the Board
of Trustees as a whole.
Article V:
Officers
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Section One. Officers.
The officers of the corporation shall be a President, a Vice
President, a Secretary, a Treasurer, and shall be elected members of
the Board of Trustees. The Board of Trustees may elect or appoint
such other officers, including one or more assistant secretaries,
and one or more assistant treasurers, as it deems desirable, such
officers to have the authority and perform the duties prescribed,
from time to time, by the Board of Trustees. Such additional
officers shall serve at the pleasure of the Board of Trustees. Any
two offices may be held by the same person, except the offices of
President and Secretary.
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Section Two. Election and
Term of Office. The officers of the corporation shall be elected
annually by the Board of Directors at the regular annual meeting of
the Board. New offices may be created and filled at any meeting of
the Board of Trustees. Each officer shall hold office until his
successor shall have been duly elected and qualified.
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Section Three. Removal.
Any officer elected or appointed by the Board of Trustees may be
removed by the Board of Trustees whenever in its judgment the best
interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any,
of the officer so removed.
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Section Four. Vacancies.
A vacancy in any office, because of death, resignation, removal,
disqualification, or otherwise, may be filled by the Board of
Trustees for the unexpired portion of the term.
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Section Five. President.
The President shall be the principal executive officer of the
corporation and shall, in general, supervise and control all the
business and affairs of the corporation. He shall preside at all
meetings of the membership and of the Board of Trustees. He may
sign, with the Secretary or any other proper officer of the
corporation authorized by the Board of Trustees, any deeds,
mortgages, bonds, contracts, or other instruments that the Board of
Trustees have authorized to be executed. And, in general, the
President shall perform all duties incident to the office of
president and such other duties as may be prescribed by the Board of
Trustees from time to time.
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Section Six. Vice
President. In the absence of the President or in the event of
his inability or refusal to act, the Vice President shall perform
the duties of President, and when so acting, shall have all of the
powers and be subject to all the restrictions on the President. The
Vice President shall perform such other duties as from time to time
may be assigned to him by the President or by the Board of Trustees.
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Section Seven. Treasurer.
If required by the Board of Trustees, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Trustees shall determine. He
shall have charge and custody of and be responsible for all funds
and securities of the corporation; receive and give receipt for
monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the
corporation in such bank or other depositories as shall be selected
by the Board of Trustees; be custodian of the financial records of
the corporation; and, in general, perform such duties incident to
the office of treasurer and such other duties as from time to time
may be assigned to him by the President or by the Board of trustees.
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Section Eight Secretary.
The Secretary shall keep the minutes of the meetings of the
membership and of the Board of Trustees in one or more books
provided for that purpose; see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by
law; be custodian of the corporate records, other than the financial
records, and the corporation, and see that the seal of the
corporation is affixed to all documents, the execution of which on
behalf of the corporation under its seal is authorized in accordance
with the provisions of these By-laws, keep a register of the
membership, to include the post office address of each member
furnished by each such member; and in general perform all duties
incident to the office of secretary and such other duties as from
time to time may be assigned to him by the President or by the Board
of Trustees.
Article VI:
Committees
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Section One. Committees.
Committees may be designated by a resolution adopted by a majority
of the Trustees present at a meeting at which a quorum is present.
Except as is otherwise provided in such resolution, members of each
such committee shall be members of the corporation, and the
President shall appoint the members thereof. Any member thereof may
be removed by the President whenever in his judgment the best
interests of the corporation shall be served by such removal.
Committees shall be formed for such purposes and in such number as
the Board of Trustees shall deem necessary and advisable.
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Section Two. Chairman.
One member of each committee shall be appointed chairman thereof by
the President, and shall preside over the activities and
deliberations of such committee.
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Section Three. Quorum.
Unless otherwise provided in the resolution of the Board of Trustees
creating the committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present
at which a quorum is present shall be the act of the committee.
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Section Four. Rules.
Each committee may adopt rules for its own government not
inconsistent with these By-Laws or with rules adopted by the Board
of Trustees.
Article VII:
Contracts, Checks, Deposits, and Funds
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Section One. Contracts.
The Board of Trustees may authorize any officer or officers, agent
or agents of the corporation, in addition to the officer so
authorized by these By-Laws, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to
specific instances.
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Section Two. Checks,
Drafts, Or Orders for Payment. All checks, drafts, or orders for
payment of money, notes, or other evidences of indebtedness issues
in the name of the corporation shall be signed by such officer or
officers, agent or agents, of the corporation and in such manner
shall from time to time be determined by resolution of the Board of
Trustees, In the absence of such determination by the Board of
Trustees, such instruments shall be signed by the Treasurer.
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Section Three. Deposits.
All funds of the corporation shall be deposited from time to time to
the credit of the corporation in such banks or other depositories as
the Board of Trustees may select.
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Section Four Gifts. The
Board of Trustees may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the general purposes, or
for any special purpose, of the corporation.
Article VIII:
Certificate of Membership
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Section One. Certificate of
Membership. The Board of Trustees may provide for the issuance
of certificates evidencing membership in the corporation, which
shall be in such form as may be determined by the Board, Such
certificates shall be signed by the President or Vice President and
the Secretary, and shall be sealed with the seal of the corporation.
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Section Two. Issuance of
Certificates. When a member has been elected to membership and
has paid the requisite membership dues, a certificate of membership
shall be issues in his name and delivered to him by the Treasurer,
provided the Board of Trustees shall have made provision for such
certificates under Section One of this Article VIII.
Article lX: Dues
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Section One. Annual Dues.
The Board of Trustees may from time to time determine the amount of
annual dues payable to the corporation by the members.
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Section Two. Payment of
Dues. Dues shall be payable in advance of the first day of
January of each year.
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Section Three. Default
and Termination of Membership. When any member shall be in default
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Article X:
Miscellaneous
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Section One. Books and
Records. The corporation shall keep correct and complete books
and records of account and shall also keep minutes of the
proceedings of its members, Board of Trustees, and committees, and
shall keep at the registered office a record giving the names and
addresses of the membership. All books and records of the
corporation may be inspected by any active or associate member, or
his agent or attorney, for any proper purpose at any reasonable
time.
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Section Two. Fiscal Year.
The fiscal year of the corporation shall begin on the first day of
January and end on the thirty first day of December in each year.
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Section Three. Corporate
Seal. The Board of Trustees shall provide a corporate seal,
which shall be in such form as may be adopted by the Board of
Trustees.
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Section Four. Terminology.
Where appropriate in these By-Laws, the masculine shall include the
feminine and neuter, the singular shall include the plural, and vice
versa.
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Section Five. Waiver of
Notice. Whenever any notice is required to be given under the
provisions of the Texas Non-Profit Corporation Act or under the
provisions of the Articles of Incorporation, or by these By-Laws, a
waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
Article XI:
Purpose and Restrictions
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Section One. Purpose.
The purpose for which this corporation is formed is to stimulate and
encourage artistic endeavor and a general interest in arts and
crafts in the greater Killeen, Texas area, to provide an association
for artists, craftsmen, and laymen of varying skills, styles,
schools, and interests in the arts, and to sponsor art shows and
exhibits for the general public.
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Section Two. Restrictions.
This corporation shall not, except to an insubstantial degree,
engage In any activity or exercise any powers that are not in
furtherance of the purposes of this corporation. Furthermore, this
corporation is organized pursuant to the Texas Non-Profit
Corporation Act and does not contemplate pecuniary gain or profit to
the membership, and is organized solely for non-profit purposes.
Article XII:
Amendments
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Section One. Powers of
Members to Amend By-Laws. The By-Laws of this corporation may be
amended, repealed, or added to, or new By-Laws may be adopted by a
vote of two-thirds (2/3) of the active membership at a meeting duly
called for such purpose according to these By-Laws.
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